Announcement PDF Annual Report For the Year Ended 30 June 2024 Spacetalk Limited ABN 93 091 351 530 www.spacetalk.co Contents 2024 Highlights 4 Chairman’s Letter 6 CEO’s Report 7 Corporate Directory 8 Directors’ Report 9 Directors’ Declaration 26 Independent Auditor’s Report to the Members of Spacetalk Limited 27 Auditor’s Independence Declaration 33 Consolidated Statement of Profit or Loss and Other Comprehensive Income 34 Consolidated Statement of Financial Position 36 Consolidated Statement of Changes in Equity 37 Consolidated Statement of Cash Flows 38 Notes to the Consolidated Financial Statements 39 Consolidated Entity Disclosure Statement 74 Shareholder Information 74 SPA 2024 Highlights +17% Growth in Annual Recurring Revenue vs prior corresponding period (pcp) $9,700,000 ARR 4 Spacetalk Mobile paid subscriber growth +110% vs pcp Revenue growth driven by increased device sales and solid growth in Spacetalk Mobile paid subscribers +33% vs pcp Margins maintained and more gross profit dollars retained +32% vs pcp Optimised operating cost base as a result of group structure and cost management initiatives -13% vs pcp EBITDA improvement driven by increased operating leverage and execution focus -50% vs pcp 31,000 Subscribers $17.9m Revenue from continuing operations $9.0m Gross profit from continuing operations $13.3m Operating expenses from continuing operations -$4.2m EBITDA from continuing operations 5 Paving the way to a sustainable business with continued momentum Letter from the Chair of Spacetalk Limited Dear Shareholders On behalf of the board of directors, I am pleased to present the Company's Annual Report for the 2024 financial year ('FY24'). FY24 has been a pivotal year for Spacetalk, marked by the successful execution of our corporate strategy centred around “Safety at Every Stage of Life.” This vision has driven our transition from a loss-making child’s wearables business to a more sustainable, device-agnostic, software-enabled company. This transformation was achieved while significantly increasing revenue and decreasing costs. Our efforts to expand into new markets and introduce innovative products have positioned us for strong growth. We continue to prioritize operational efficiency, but our focus has also expanded to drive top-line growth through diversified revenue streams and strategic partnerships. As we move into FY25, we are committed to accelerating growth, expanding our market presence, and continuing to innovate. By doing so, we will build long-term value for our shareholders and capitalise on the many opportunities ahead. I would like to take the opportunity to thank our CEO/MD Simon Crowther and the SPA team for their hard work and dedication in this pivotal year. Also, I would like to thank our shareholders for their support of our exciting journey. GEORG CHMIEL Non-Executive Chair 6 CEO's Report I am pleased to share an update on the significant milestones we achieved during the 2024 financial year, marking another crucial phase in our company’s journey and setting the stage for future growth. Our focus was the continued execution of our corporate strategy provided to shareholders in May 2023. The overarching theme of ‘Safety at Every Stage of Life’ binds our vision and mission to evolve the company from being a loss-making child’s wearables business to be a sustainably profitable, age and device agnostic SaaS business. This shift represents a much larger opportunity for growth and the potential to deliver attractive returns for shareholders. We are no longer exclusively a kids' wearables business. We are accelerating internal transformation to become a software led, hardware-enabled company, attracting a new demographic of Spacetalk users, independent of the sale of children’s watches. In a challenging macroeconomic environment, where inflationary pressures and rising interest rates have tested many industries, our strategic pivot towards a SaaS-led model with recurring subscription revenue will allow us to maintain stability and drive long-term growth. By reducing our reliance on hardware sales, we have been able to mitigate some of the economic uncertainties and focus on sustainable profitability. To seize this market opportunity, every area of the business needed to be reset and refocused in alignment with our strategy and sound business practices. I am pleased with the progress we made during the year, resetting an organisation that had lost its way is not easy or straightforward, we have successfully concluded the initial reset and refocus phase culminating in achieving a cash positive position in Q4. We have embraced cutting-edge approaches in automation and always-on customer engagement, strategically near-shored customer support with a trusted partner, and optimised our cloud services. These targeted changes have not only significantly reduced costs but also increased efficiency, visibility and accountability. These are foundational decisions aimed at supporting the future scalability of the business as we enter the second phase of our corporate strategy focused on driving growth and fully activating all aspects of our product ecosystem. Early signs are promising, we saw strong growth in Spacetalk Mobile as all our devices are soft locked to our own network driving recurring subscription revenue. We are well positioned to enter the strategically important seniors’ sector. As Australia faces an aging population, the demand for seniors’ technology solutions continues to rise. Our refreshed Life mPers device is well-positioned to meet this demand, tapping into a larger, under-served market. With the seniors' sector outpacing the kids’ market in size and lifetime customer value, we are confident this will be a key growth driver. We strengthened our marketing capabilities, introduced enhanced eCommerce capability, and have identified this area as a key driver for future growth. Lastly, we de-risked the business and shareholders by establishing a positive relationship with our bankers, Pure Asset Management, and successfully renegotiated the repayment schedule for the legacy debt. We are confident we have both the means and the time to repay this debt in full and on schedule. As we enter FY25, we expect to build on the strategic groundwork laid this year. With our SaaS and subscription models established, we anticipate continued positive cash flow and an expanded presence in the seniors’ market, aligning with our goal of delivering sustainable, long-term value to our shareholders. Our growing ecosystem, combined with our focus on recurring revenue, positions us to accelerate both growth and profitability in FY25. We are confident that these strategies will enable us to meet our goal of $20-25m of recurring revenue by 2026. I would like to extend my gratitude to Pure Asset Management for their unwavering support, the Spacetalk board for their tireless dedication, and our shareholders for standing by us after many years of frustration. I am confident we are on the right track, and I am excited for Spacetalk to finally meet and exceed expectations. Simon Crowther CEO and Managing Director 7 DIRECTORS’ REPORT Corporate Directory Registered Office Level 2 104 Frome Street Adelaide SA 5000 Australia Principal place of business Level 2 104 Frome Street Adelaide SA 5000 Australia Email: support@spacetalk.co Share Registry BoardRoom Pty Ltd Level 8, 210 George Street Sydney NSW 2000, Australia Telephone: 1300 737 760 Overseas Callers: +61 2 9290 9600 Email: enquiries@boardroomlimited.com.au Auditor William Buck (SA) Stock Exchange listing Spacetalk Limited shares are listed on the Australian Securities Exchange (ASX code: SPA) Website www.spacetalk.co 8 DIRECTORS’ REPORT Directors’ Report The directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter as the 'Group or Company') consisting of Spacetalk Limited (referred to hereafter as the 'company' or 'parent entity') and the entities it controlled at the end of, or during, the year ended 30 June 2024. DIRECTORS The following persons were directors of Spacetalk Limited during the whole of the financial year and up to the date of this report, unless otherwise stated: • Georg Chmiel - Chair • Michael Rann • Simon Crowther • Saurabh Jain (resigned 15/11/2023) • Martin Pretty • Brandon Gien (resigned 16/11/2023) PRINCIPAL ACTIVITIES Spacetalk Limited (ASX: SPA) is a family safety technology business that develops and sells hardware and software products that address safety concerns at every stage of life. Spacetalk Mobile is a MVNO that sells mobile plans that connect our products and families. As a package, the company’s product ecosystem provides a complete digital solution that supports safety and security for families across their life stages and for employees working in remote settings. The company’s unique proprietary ecosystem, which has continued to evolve over time, is today recognised as a leader in family safety and the connected wearables industry. The Spacetalk technology platform comprises both market-leading hardware and a trusted, client-controlled software platform that provides safety and security to users via the benefits of mobile technology. The multi-functional SaaS Spacetalk App can be customised, giving clients the ability to enable or disable individual features. Parents are empowered to block their kids access to the open internet, social media, and inappropriate adult content while simultaneously blocking calls and messages from unknown senders. The app can also monitor the location of vulnerable family members, including children and seniors bringing enhanced peace of mind for the entire family. Spacetalk’s core wearables hardware is effectively a child’s first mobile phone. It offers all the benefits of a smart device, operating on a secure, private and parent-controlled ecosystem that can be customised to reflect each family’s needs and values. DIVIDENDS There were no dividends paid, recommended or declared during the current or previous financial year. 9 DIRECTORS’ REPORT Information on Directors GEORG CHMIEL Independent Non-Executive Chair MBA (INSEAD) and Masters equivalent in Computer Science (Technical University of Munich) Georg is a business leader, company director and senior advisor with 3 decades of experience in rapidly growing companies and disruptive technologies who brings strong capital market and technology business expertise with extensive global exposure in Asia, Australia, New Zealand, and Europe. Georg is currently Non-Executive Chair and Co-Founder of Juwai-IQI, Asia’s leading prop-tech group. He is also the Non-Executive Chair of Centrepoint Alliance (ASX: CAF), Non-Executive Director of Kinatico (ASX: KYP) and Xamble Ltd (ASX:XGL). Former directorships (last 3 years): Special responsibilities: Non-Executive Director of Proptech (ASX: PTG), BUTN (ASX:BTN) and Executive Chair of iCar Asia (ASX: ICQ) Member, Audit and Risk Committee Member, Remuneration and Nomination Committee Interests in shares: 16,416,667 shares Interests in options: Interests in rights: 7,670,454 options Nil performance rights HON MIKE RANN, AC CNZM Independent Non-Executive Director Master's degree in Politics (University of Auckland) Mike was Premier of South Australia for almost ten years from 2002 to 2011. While Premier, he also served as Minister for Economic Development, the Arts, Sustainability and Climate Change and Social Inclusion. In late 2012 Mike was appointed as Australian High Commissioner to the United Kingdom and was a Governor of the Commonwealth Secretariat. In 2014 he was appointed as Australia’s Ambassador to Italy, San Marino, Albania and Libya, and Permanent Representative to the UN’s World Food Programme and to the Food and Agricultural Organisation. Mike was Chair of the Power of Nutrition (UK) between 2017 and 2022 and was also an Independent Director of Health House International (Australia) until 2023. Other current directorships: Interests in shares: Mike was Chair of the Power of Nutrition (UK) between 2017 and 2022 and was also an Independent Director of Health House International (Australia) until 2023. Chair, Remuneration and Nomination Committee Member Audit and Risk Committee 870,285 shares Interests in options: 333,889 options Interests in rights: Nil performance rights Former directorships (last 3 years): Special responsibilities: 10 Mike is currently the UK and Global Chair of the Climate Group. He is Chair of the South Australia Film Corporation, CEO of Rann Strategy Group and Visiting Professor at King’s College London. DIRECTORS’ REPORT SIMON CROWTHER CEO and Managing Director BA (Hons) Business Studies & Media from Leeds University (UK) and Master of Business & Enterprise from the University of Melbourne. Simon Crowther is a serial entrepreneur and CEO with over 20 years of commercial success rooted in the technology sector in the UK, US, Canada and Australia. Simon had his first profitable exit in 2000 which paved the way for increased leadership roles and exits in subsequent years. He is comfortable at transitioning businesses at different operating stages and leading teams from startup, scale up and turnaround across international markets. Simon was CEO with AirMap, Managing Director with Yamaha Motor Ventures & Laboratory Silicon Valley and CEO of Nearmap, which he built from a start up into a leading spatial data business. He devised the core subscription model that delivered exponential growth for shareholders, culminating in a $1B+ acquisition. Other current directorships: None Former directorships (last 3 years): None Interests in shares: 5,072,193 shares Interests in options: 1,036,097 options Interests in rights: 7,103,077 performance rights MARTIN PRETTY Independent Non-Executive Director Bachelor of Arts (Honours) from The University of Melbourne Graduate Diploma of Applied Finance from Finsia. CFA charter holder Graduate of the Australian Institute of Company Directors. Martin brings over 24 years of experience in the investment and financial services industry and has had deep involvement over that time in investing in and supporting growing Australian technology businesses. Martin currently manages a boutique investment business and was previously an investment manager with Thorney Investment Group and held management roles at ASX-listed companies Hub24, Bell Financial Group and IWL Limited. Martin also previously worked as a finance journalist with The Australian Financial Review. Other current directorships: Non-executive chairman of ASX-listed home security technology company Scout Security (ASX: SCT), and a non-executive director of ASX-listed financial services group Centrepoint alliance (ASX: CAF). Former directorships (last 3 years): None Special responsibilities: Chair, Audit and Risk Committee Member, Remuneration and Nomination Committee Interests in shares: 9,063,391 shares Interests in options: 3,983,844 options Interests in rights: 123,610 performance rights COMPANY SECRETARY Ms Kim Clark is the Head of Corporate Services for Boardroom Pty Ltd’s Queensland office and currently acts as Company Secretary for various ASX listed and unlisted companies in Australia. Ms Clark is an experienced business professional with 22 years’ experience in banking and finance and six years as inhouse Company Secretary of an ASX 300 company prior to joining Boardroom in April 2013. Kim holds a Certificate III in Financial Services, Graduate Certificate in Commerce, and Certificate of Banking. 11 DIRECTORS’ REPORT MEETINGS OF DIRECTORS The number of meetings of the company's Board of Directors ('the Board') and of each Board committee held during the year ended 30 June 2024, and the number of meetings attended by each director were: Full Board Nomination and Remuneration Committee Audit and Risk Committee Attended Held Attended Held Attended Held Georg Chmiel 10 10 1 1 4 4 Michael Rann 10 10 1 1 1 2 Simon Crowther 10 10 - - - - Saurabh Jain (resigned 15/11/2023) 4 4 1 1 - - Martin Pretty 10 10 2 2 4 4 Brandon Gien (resigned 16/11/2023) 4 4 1 1 2 2 Held: represents the number of meetings held during the time the director held office or was a member of the relevant committee. 12 DIRECTORS’ REPORT Operational and Financial Review KEY PERFORMANCE HIGHLIGHTS Income Statement ($'000) FY24 FY23 Revenue from continuing operations 17,913 13,455 33% (10%) 9,049 6,834 51% 51% Operating Expenses from continuing operations (13,256) (15,250) EBITDA from continuing operations (4,207) (8,416) (540) (3,621) (6,236) (14,685) Revenue growth % Gross Profit from continuing operations Gross Margin (%) Discontinued operations Loss after income tax attributable to the owners of Spacetalk FINANCIAL PERFORMANCE For the year ended 30 June 2024 the total reported revenue from continuing operations was $17.9m, up 33% compared with the prior year. This was primarily driven by $2.2m in hardware device sales and $2.3m in net revenue growth across all other revenue streams, particularly our Spacetalk Mobile (MVNO) business segment. Annual recurring revenue (ARR) was $9.7m, up 17% compared with prior year. The increase in ARR demonstrates our execution capability and the successful delivery of our strategic plan towards a subscription-based business model. The focus on growth of Spacetalk Mobile since FY23 has been pivotal in our transition to a mobile-centric strategy and demonstrates our ability to create a sustainable ecosystem that fosters long-term customer loyalty, engagement and lifetime value. Our total paid mobile subscribers grew to 14.7k in FY23 (first year of launch) and has since grown by 110% in FY24 to 30.9k paid subscribers. The business has two primary revenue streams: device sales and recurring revenue. Recurring revenue is then further segmented into Schools' subscriptions, App subscriptions, and MVNO (Mobile) subscriptions. Segment Performance FY24 Total Segment Revenue Other Revenue Revenue from External Customers Gross Profit Devices 8,235,326 - 8,235,326 2,422,457 Schools 1,830,320 - 1,830,320 1,761,168 MVNO 4,523,291 - 4,523,291 1,983,675 Apps 2,892,112 - 2,892,112 2,458,775 - 432,009 432,009 422,465 17,481,049 432,009 17,913,058 9,048,540 Corporate Total segment revenues Segment Performance FY23 Total Segment Revenue Other Revenue Revenue from External Customers Gross Profit Devices 6,082,372 - 6,082,372 1,091,210 Schools 2,096,715 - 2,096,715 1,977,891 MVNO 1,361,879 - 1,361,879 726,716 Apps 3,812,515 - 3,812,515 2,935,962 - 102,002 102,002 102,002 13,353,481 102,002 13,455,483 6,833,781 Corporate Total segment revenues 13 DIRECTORS’ REPORT GROSS PROFIT & MARGINS Gross profit increased by $2.2m, up 32% in line with revenue growth to $9.0m (FY23: $6.8m) and the gross profit margin remained consistent at 51% (FY23: 51%). OPERATING EXPENSES Our strong revenue growth and efficient operating model continues to unlock operating leverage, with operating expenses down 13% to $13.3m (FY23: $15.3m). The company restructuring and cost-out in 2H24 has streamlined our operations, efficiency and allows us to remain agile as we navigate the dynamic market environment. We will continue to maintain a vigilant cost management approach and further scale back cost levers if needed. This provides us with a solid foundation for continued future profitability, positive cash generation and increased financial stability. CASHFLOWS FROM CONTINUING AND DISCONTINUED OPERATIONS Summary Cash Flow Statement ($’000) FY24 FY23 Cash receipts from customers 17,420 17,803 (19,890) (20,328) Interest paid (369) (694) Income taxes paid (32) (237) Net cash used in operating activities (2,870) (3,455) Purchase of intangible assets (1,400) (1,661) Cash used in investing activities (1,433) (1,668) Cash Flow before financing activities (4,303) (5,123) Cashflow from financing activities 3,047 2,495 Net decrease (increase) in cash and cash equivalents (1,256) (2,551) Cash and cash equivalents at year end 1,770 3,026 Cash payments to suppliers, employees CASH FLOW DRIVEN BY IMPROVED REVENUE & OPERATIONAL EFFICIENCY Cash Receipts from Customers Total Cashflow before Financing Activities 6,000 5,000 5,319 4,469 4,000 In $ 000"s 2,000 3,868 3,764 3,000 2,446 1,000 373 0 (1,000) (2,000) (2,210) (1,681) (1,542) (1,453) (3,000) 4Q23 14 1Q24 2Q24 3Q24 4Q24 DIRECTORS’ REPORT Over the last five quarters, we have seen a significant turnaround in our business, reflected in the steady improvement in cash flow before financing activities. This improvement is directly tied to our strategic shift towards higher quality, recurring revenue streams and a focused effort on operational efficiency. Positive cash flow before financing activities of $373k was achieved in 4Q24 vs PCP (4Q23: -$2.2m) due to: • Recurring Revenue: FY24 ARR increased to $9.7m (FY23: $8.3m), significantly boosting cash flow. • Receivables Management: FY24 debtor days improved to 30 days (FY23: 45 days), releasing $0.5m in cash inflows due to more efficient collections. • Inventory Reduction: FY24 inventory reduced to $2.3m (FY23: $3.5m), freeing up significant cash. • Cost Efficiencies: Operational costs were reduced to $4.8m (FY23: $5.6m) resulting in $800k in cost savings. This was achieved through focused business process improvements and efficiency initiatives. GROWTH STRATEGY Our strategic focus on core business areas has already yielded tangible results, including significant cost reductions and improved annual recurring revenue (ARR). Having successfully stabilised the business, we are now entering a growth phase. This phase will involve disciplined exploration of international expansion opportunities, alongside the development and growth of our product offerings. These efforts are designed to build on our solid foundation and drive sustainable growth moving forward. EVENTS AFTER THE REPORTING DATE Capital Raise The Company initiated a capital raise with a minimum subscription target of $2,664,635 and a maximum subscription target of $4,196,766, comprising an Institutional Entitlement Offer, Placement, and Retail Entitlement Offer. To date, the Placement and Institutional Entitlement Offer have been successfully completed and were oversubscribed, raising approximately $1.7 million (before costs). This capital will be used to fund inventory purchases, costs associated with data-led growth marketing, product development (including the Adventurer 3 device), and costs of the offers. Borrowing Facility Extension On 31 July 2024, Spacetalk successfully refinanced and extended its borrowing facility, providing additional financial flexibility. While the facility has a total loan balance of $5 million, only $1 million is payable within the next 12 months, significantly reducing near-term obligations. See note 33 for further details. SUMMARY OF KEY BUSINESS RISKS The Group operates in a highly competitive and rapidly changing sector, which provides both opportunities and challenges. While some of these challenges and risks may be out of the Group’s control, we have made, and continue to make investments in our risk management and control frameworks to ensure we can respond to and mitigate the impact of these risks as they arise, whether they result from regulatory changes, shifts in the competitive environment, or other circumstances over which the Group has no control. 15 DIRECTORS’ REPORT MATERIAL RISK AREAS WHAT WE ARE DOING TO MANAGE THE RISK Capital and funding • Regular communications and close relationship with debt funder. Challenges in securing sufficient debt and equity funding could impact our ability to effectively execute our strategy. • Close management of cash flow. Strategic • Regular discussions of strategy and strategic initiatives with the Board. Staying responsive to shifts in the competitive landscape is essential. Ensuring our strategic actions are wellaligned with these changes will help maintain our market position. • Periodic measurement of results against targets. Technology • Clear definition of technology roadmap. Underinvesting in developing and maintaining systems which support innovation and growth. • Understanding changing customer needs and responding with the necessary technology improvements. People • Remuneration and benefits structure to retain and attract top talent. Attracting and retaining staff who align with our culture and can drive innovation and customer-focused solutions. • Clear and consistent on our culture and values. Macroeconomic • Analyse and monitor economic and retail conditions, at a minimum, to identify shifts and take steps to manage potential impacts. Staying attuned to broader economic and retail trends is important to ensure our strategy remains relevant and effective. • Actively engaging with shareholders and the broader equity market. • Strengthen capability with experts who possess a good command of the environment. Environment and climate • Review processes and practices to reduce impact on the environment. Proactively understanding and addressing environmental risks and impacts will be vital to our long-term sustainability. • Develop reporting on our environmental footprint. 16 DIRECTORS’ REPORT REMUNERATION REPORT (AUDITED) This remuneration report, which forms part of the Director's report, details the nature and amount of remuneration for each Director and other Key Management Personnel of Spacetalk Limited. The information provided in the remuneration report includes remuneration disclosures that are audited as required by section 308(3C) of the Corporations Act 2001. For the purposes of this report, Key Management Personnel of the group are defined as those persons having authority and responsibility for planning, directing, and controlling the major activities of the group, directly or indirectly, including any director (whether executive or otherwise) of the parent company. In respect of the remuneration report, last voted upon by shareholders at the 2023 Annual General Meeting (AGM), less than 25% of the votes were cast against this resolution, therefore the resolution was carried. The Directors and full-time executives receive a superannuation guarantee contribution as required by law, currently 11.5%. The CEO and full-time executives do not receive any other retirement benefits. Some individuals, however, may choose to sacrifice part of their salary to increase payments towards superannuation. All remuneration paid to Directors and executives is valued at the cost to the Company and expensed. Where necessary, the Board seeks independent third-party expert advice on its remuneration policies and has implemented suitable practices and procedures that are appropriate for an organisation of this size and maturity. No experts were used during the year. REMUNERATION STRUCTURE In accordance with best practice corporate governance, the structure of non-executive Director and executive compensation is separate and distinct. Since the last AGM, the Board has: NON-EXECUTIVE DIRECTOR COMPENSATION • commenced a redesign of the remuneration framework which is expected to be completed during FY25. Objective Key management personnel included in this report include: Non-executive and executive directors: • Georg Chmiel • Michael Rann • Simon Crowther • Saurabh Jain (until 15/11/2023) • Martin Pretty; and • Brandon Gien (until 16/11/2023) Other key management personnel: • Craig Boshier – Chief Operating Officer • Gerhard Beukes – Interim Chief Financial Officer (commenced 15 March 2024) • Tonderai Maenzanise – Chief Financial Officer (until 14 March 2024) • Susan Graney – Chief Financial Officer (until 10 July 2023) Principles used to determine the nature and amount of remuneration REMUNERATION POLICY The board policy is to remunerate directors at market rates for time, commitment, and responsibilities. The board determined payments to directors and reviews their remuneration annually, based on market practice, duties, and accountability. Independent external advice is sought when required. The maximum aggregate amount of Directors’ fees that can be paid is subject to approval by shareholders in general meeting, from time to time. To align Directors’ interests with shareholders’ interests, the Directors are encouraged to hold shares in the Company. The board seeks to set aggregate compensation at a level that provides the Company with the ability to attract and retain Directors of the highest calibre, whilst incurring a cost that is acceptable to shareholders. Structure The Constitution and the ASX listing rules specify that the aggregate compensation of non-executive Directors shall be determined from time to time by a general meeting. An amount not exceeding the amount determined is then divided between the Directors as agreed. The amount allocated for non-executive directors, as approved by the shareholders, remains at $500,000—unchanged from the previous year. The Board considers advice from external consultants as appropriate as well as the fees paid to non-executive Directors of comparable companies when undertaking the annual review process. Non-Executive Directors’ remuneration may include an incentive portion consisting of performance rights, as considered appropriate by the Board, which may be subject to Shareholder approval in accordance with ASX listing rules. Separate from their duties as Directors, the Non-Executive Directors may undertake work for the Company directly related to the evaluation and implementation of various business opportunities, including information / evaluation and new